SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-KSB Annual Report Filed pursuant to Section 13 or
15(d) of THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal
year ended December 31, 2000, file # 33-38119-C VOICE AND WIRELESS CORPORATION
(Exact name of registrant as specified in charter) Minnesota
  41-1619632(State or other jurisdiction
  (IRS Employer ID Number)of organization)
 Interchange
Tower, # 654, 600 S. Hwy 169, Minneapolis, MN 55426(address of principal executive offices) Registrant's telephone number is
  (952) 546-2075Securities registered pursuant to Section 12(b) of the Act: NONESecurities registered pursuant to Section 12(g) of the Act: Common Stock, No
par value  (Title of Class) Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities and Exchange Act of 1934 during the preceding 12
months, and (2) has registrant been subject to such filing requirements for the
past 90 days. Yes x                  
                                No__ The number of
shares outstanding of each class of the registrant's common stock as of March
1, 2001 was 8,938,760 shares. The estimated
market value on March 1, 2001, of the voting stock held by non-affiliates of
the registrant was $7,821,415.00 based upon the last trade of the stock on the
OTC Bulletin Board of $.88 per share. Currently there is a public market on the
Bulletin Board on the Minneapolis Local over the Counter Market with a call
sign of "VWLC". Exhibit Index on the Sequential page 18
DOCUMENTS INCORPORATED BY REFERENCE: SEE EXHIBIT INDEX VOICE
& WIRELESS CORPORATION
FORM 10-KSB

YEAR
ENDED DECEMBER 31, 2000

INDEX



ITEMPART
  I1. Description of Business2. Description of Property3. Legal Proceedings4. Submission of matters to
  vote of security holdersPART
  II5. Market for
  Common Equity & Related Stockholder matters6. Management's
  Discussion & Analysis or Plan of Operations7.Financial statements8. Changes in and
  Disagreements with Accountants on Accounting and Financial DisclosurePART
  III9. Directors,
  Executive Officers, Promoters and Control Persons; Compliance with Section
  16(a) of the Exchange Act10. Executive Compensation11. Security
  Ownership of Certain Beneficial Owners and Management12. Certain
  Relationships & Related Transactions13. Exhibits,
  lists and Reports on Form 8-KSignaturesConsolidated Financial Statements

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements
in this discussion which are not historical facts may be considered forward
looking statements within the meaning of Section 21E of the Securities Act of
1934, as amended, including projected sales based upon orders, estimated cost
savings and savings that may be generated from restructuring. The words
believe, expect, anticipate, estimate, and similar expressions identify
forward looking statements. Any forward looking statement involves risks and
uncertainties that could cause actual events or results to differ, perhaps
materially, from the events described in the forward looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements. The Company undertakes no obligation to publicly update or revise
any forward looking statement, whether as a result of new information, future
events or otherwise. The risks associated with the Companys forward looking
statements include, but are not limited to, risks associated with the Companys
history of losses and uncertain profitability, reliance on a large customer,
risks associated with competition, general economic conditions, reliance on key
management and production people, future capital needs, dilution, effects of
outstanding notes and convertible debentures, limited public market, low stock
price, and lack of liquidity.

The
following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements, related notes and other information included
in this annual report on Form 10-KSB.

Item 1. Description of Business



Voice &
Wireless Corporation (referred to herein as "VWLC" or the
"Company") changed its name on July 30, 2000 from KENSINGTON
INTERNATIONAL HOLDING CORPORATION, to more accurately reflect its new direction
to provide communication solutions as well as continuing its core business of
installing and manufacturing commercial fixtures. During September 2000, the
Companys CEO stated in an Internet interview that the Company would lose
twelve cents per share for the year 2000 as compared to an actual loss of
thirteen cents per share for 2000. Notwithstanding, the Company decreased its
current liabilities by 93% during 2000, while increasing its net worth by more
than 300% during the same period. The reasons for the loss are explained in
more detail in this document, but investments into Mail Call and the
development of the new patent-pending wireless Ear Bud and the poor results at
Ives Design during the fourth quarter all contributed to the loss.

The Company was formed in 1988, initially for the
purpose of developing oil and gas properties in Kentucky.  It is a reporting public corporation quoted
on the "pink and white sheets" as well as the bulletin board, and its
call sign is "VWLC.OB". VWLC waslisted on and started trading on the Hamburg Stock Exchange (High Risk
Market) on March 10, 2000 under the code number (Wertpapierkennumer) 929412.

On December 31,
2000, the Company had approximately 1,300 stockholders. On December 31, 2000,
VWLC owned 100% of Ives Design, Inc., a Minnesota corporation, and 100% of Mail
Call, Inc., a Florida corporation, both of which are operating companies. VWLC
owns 80% or more of the following non-operating companies; Bluegrass Management
and Operating Company, a Kentucky corporation; I-Med Software, Inc.;
Interchange Medical, Inc. (both Minnesota corporations); VWLC American Gas
Drilling #1, a Minnesota limited liability company. VWLC also owns different
percentage interests in 28 operating oil and gas wells in Oklahoma, Texas, and
Arkansas. VWLC also owns less than 10% of a number of companies under its
Equity Acquisition Program as described on page 8. The Company formed a German
subsidiary, Kensington International Europe GmbH in March 2000.

In the past,
VWLC has focused on designing, manufacturing, and installing commercial store
fixtures. During 2000, VWLC mapped out a new strategy to reposition the company
to grow in the business-to-business Internet and communications environment by
emphasizing advanced voice and wireless communications services, products, and
solutions. It is due to this new focus that VWLC acquired interests in Mail
Call, Inc. and in MicroTalk Technologies, Inc.

VWLC, as stated
above, is comprised of:

A.Mail Call, Inc. & the Wireless Ear
Bud

Mail
Call, Inc., a Florida corporation founded in April 1997, is the creator of a
convenient and easy to use method of accessing and managing e-mail from any
telephone in the world.  Mail Calls
e-mail retrieval system provides telephone access to messages, documents, and
information without a computer.  Mail
Calls customers dial a toll free number, connect to Mail Calls automated
system, and heartheir e-mail as Mail Call reads their messages to them. Then,
without the use of a keyboard or computer, the customer may respond verbally
(leaving a voice response as though sending a voice mail) to the e-mail. Mail
Call delivers the voice e-mail as a return message to the sender. Mail Call
has a Web Site at www.mailcall.com.

In
November 1999, VWLC acquired 50.44% of Mail Call, Inc. On July 1, 2000 the
Company acquired the remaining shares of Mail Call, Inc. stock giving it 100%
ownership of Mail Call, Inc. This allows VWLC to now focus its energies on the
successful commercialization of Mail Call's technology. The Mail Call
technology can be integrated into the Companys new technology, the wireless
Ear Bud or digital wireless ear-piece.

The patent-pending digital wireless
ear-piece (DWE) allows you to listen & talk on your analog or digital
cellular phone (orany phone) hands free and without wires,
by placing a small amplifier on your phone and by placing a soft plastic shell
devise in the outer bowl or concha of your ear. The Voice & Wireless Ear
Budä uses two hearing aid batteries, which
are easy to replace and that last an estimated 60 to 100 hours of talk time.
This extended time is due to the Companys patent pending method for extending
the life of the batteries. The cell phone amplifier uses three hearing aid
batteries. The suggested retail price will be $99.00, which would include the
DWE, amplifier, battery pod, and connector.

The
digital wireless ear-bud system works with any existing phone, multimedia
computer, CD player, MP3 player or radio as well as most televisions on the
market today. The ear-bud works with any existing analog or digital cellular
phone in existence today that has a 2.5mm audio port, so most users will not
have to purchase new phones to use the ear-bud.  The wireless digital ear-bud advantages over its competitors are
as follows:


  The ear-bud has no wires.
  Its sound quality is high fidelity.
  The earpiece is lightweight (3/10th
  of an oz.), including batteries.
  The ear-bud has no microphone.
  Longer battery life.
  The ear-bud has multiple applications, not
  just a cell phone application.
  The ear-bud can be used in the car as well
  as out of it.
  The ear-bud has a zero Specific Absorption
  Rate (SAR), which is the FCCs measure of radiation.
  With the ear-bud, you can speak on your
  cell phone even if it up to eight feet away.

Significant markets,
customers and suppliers

Nielson
Media Research and CommerceNet in June of 1998 stated that there were 79
million e-mail users over the age of 16 in the United States alone. On November
1, 1999, CNBC announced that the number of adult users of e-mail in the United
States had just exceeded 100 million people.

Currently,
Mail Call's services utilize a proprietary text to speech software technology
licensed from Lernout & Haauspie Speech Product N.V. The license provides
that it is worldwide, non-exclusive and non-transferable. Mail Call also has
developed its own proprietary source codes and software.

The market for hands free cellular phones
is growing and in some jurisdictions, it is mandatory. According to the National
Highway Safety Administration, there are 86 million cell phone subscribers in
the United States and most use them while they are driving (Investors
Business Daily, March 8, 2000). Australia, Austria, Belgium, Germany,
Israel, Italy, Japan, Norway, Portugal, South Africa, Spain, and Switzerland
have banned the use of a cell phone while driving, unless it is hands free. Investors
Business Daily reported in its February 23, 2001 edition that as of
December 31, 2000 there were over 1,000,000,000 cell phones and TIME
magazine, in its October 9, 2000 edition, reported that manufacturers expect to
sell another 400 million units in 2001. The market potential for just the
cellular phones application is very large and growing.

The London Sunday Times reported in
its January 14, 2000 edition, scientists link eye cancer to mobile
phones.  Voice and Wireless doesnt
make any claims about the damage that cell phone radiation may cause to human
tissue, but management is of the opinion that some people may prefer to use the
Voice & Wireless Ear Budäthat emits
no radiation.  Dr. George Carlo, in his
book Cell Phones, published in 2001, found that cell phone users may
possibly be 3.5 times more likely to develop brain cancer than non-users, based
upon a study of 770,390 people, conducted in 1994.

The
Voice & Wireless Ear Budäsolves both
the driving and the radiation safety concerns for using cell phones. The
Companys goal is to provide comprehensive and safe wireless solutions in one
of the largest and fastest growing markets in the world.

Regulation of the
communications industry and of the Internet

There are
federal and state regulations governing the industry that Mail Call and the DWE
provide a service to. Both Mail Call and the DWE meet all of these regulations at
this time.

Competition within the e-mail retrieval
industry

Mail
Calls competitors include e-Now, Planetary Motion, CrossMedia,
Transcommunications, and Image-it, Inc., among others. Mail Call believes that
there is no clear market leader since e-mail by phone is a relatively new
service. In addition, Mail Call believes that it is one of the few e-mail
retrieval companies that allows a user to keep his or her existing e-mail
address and that allows a user to initiate an e-mail from an address book by phone.
Therefore, Mail Call is of the opinion that it can capture a significant market
share.

The
Ear Bud has no direct competition that the Company is aware of as of the date
of this business summary. The indirect competitors that the Company knows of
are as follows:

Plantronics markets a wireless cordless
phone known as the XLT. The user has to stay within 100 feet of an electrical
power station and the headset batteries only last four hours. The headset has a
large microphone that must be adjusted.

GN-Netcom
has a model similar to Plantronics XLT, but it uses the bluetooth
technology.  The Netcom device is a
headset with only two hours of talk time.

Air
Magic, a Chinese firm, started marketing an RF (radio frequency) wireless
ear-bud during the summer of 2000. Air Magic has a range of five feet and can
only be used with a cell phone in a car. Other indirect competitors are single
purpose wired ear-buds for cell phones which are sold by numerous vendors such
as JABRA and GE. Management anticipates numerous competitors in the future due
to the large and growing market.

B. IVES DESIGN, INC.

In April 1992,
the Company acquired 100% of IVES DESIGN, INC. ("Ives"), a
manufacturer of store display fixtures. The primary components of such fixtures
are wood and laminate but many fixtures will incorporate acrylic, glass and/or
metal. Ives provides a broad spectrum of services to its customers including
design, manufacturing, delivery and installation. Fixtures are sold to a wide
variety of customers ranging from retail and grocery stores to private
companies and churches. Several customers are members of the Fortune 1000.
Sales are obtained through direct sales contact as well as referrals. The raw
material used in production is widely available and procured from a number of
sources depending on pricing and vendor stock. As of December 31, 2000, Ives
employed 26 full time employees.

Significant markets, customers and suppliers

While the loss
of Ives largest customer would have an adverse effect on the Company such an
event is unlikely since they have recently advised the Company of their plan to
place more substantial orders. The Company presently has no contractual
commitments with any customers but works against purchase orders for its sales.

The Company
believes that the number of potential suppliers of the materials utilized by
Ives in fashioning its products are sufficient that the loss by Ives of any one
or a number of its present suppliers would not have a material adverse effect
on Ives' business.

Ives' products
are not seasonal products and are sold throughout the year.

Regulationof
the store fixture industry

There are
federal and state regulations governing the Ives operation to the extent of
Environmental Protection Agency and OSHA rules that apply to disposal of waste
from painting and sealing of product. Ives has a program in effect for both
situations.

Competition within the store fixture industry

Ives does have a
number of competitors and bids most of its projects. Notwithstanding, sales
have remained strong and management believes that the Company is competitive
with respect to both price and quality of its products.

C. Company Direction:

During 2000,
VWLC mapped out a new strategy to reposition the Company to grow in the
business-to-business Internet and communications environment by emphasizing
advanced Internet-related communications services and products. It is due to
this new focus that VWLC acquired interests in Mail Call, Inc. and in Micro
Talk Technologies, Inc. As a secondary focus, VWLC will continue to expand its
more traditional revenue generating businesses, such as Ives Design, Inc. The
Company is looking at ways to integrate both of these focuses through portable
multi-media kiosks that, without wires, can receive and send real time video, voice,
and data information. Both of these focuses will be expanded through sales to
new customers, forming new strategic alliances, expanding sales to existing
customers, and through acquisitions.

Equity Acquisition Program

It is also
management's intention to continue to obtain equity interests in other
corporations in return for the Company's management expertise. Management is of
the opinion that it can obtain a 1% to 10% equity interest in these new
companies with little or no capital investment. The primary focus for the
Equity Acquisition Program will be companies in the Internet and communications
sector. The secondary focus will be on more traditional businesses that have
positive cash flow like Ives Design, Inc.

On November 30, 1999, VWLC acquired 10,000
shares of MicroTalk
Technologies, Inc.(Microtalk)of Minnetonka, Minnesota. MicroTalk's
President, Barry Voroba, PhD. has been awarded five patents for wearable
wireless technology for Internet and telephone communications. The Web phone is
worn as a convenient and ergonomically designed wrist device. The user can use
voice commands for computer control and can send and receive spoken e-mail
messages, news and weather reports, or any other Internet Web page information
without sitting at the computer. The Web phone also functions as a
full-featured cordless telephone.

During
April 2000, VWLC was granted the exclusive rights, including patents and the
molds, to a new wireless ear bud phone technology from Dr. Voroba and
MicroTalk. The new devise will allow an automobile driver to drive their
cars and use their cell phones hands free with no wires. VWLC has funded
hundred of thousand of dollars in research and development of this product
during the year 2000. Patents were filed on April 4, 2000 and international
patents will be filed during March 2001.

The status of the other Equity Acquisition
Program companies remain the same as stated in the 1999 10-KSB except for the
following. VWLC acquired an interest in Stroke of Fortune, Inc. during March
2000 and loaned Stroke of Fortune, Inc. $180,000 at the same time. VWLC was to
be paid back its principal investment, plus 9% interest and 7% of gross
revenues. Stroke of Fortune, Inc. did install wireless video systems on four
golf courses, but was unable to raise sufficient additional money to continue
expansion to other courses during the fall of 2000. Management decided against
loaning any more funds to Stroke of Fortune, Inc. and will continue to monitor
the situation.

Item
2.  Description of Property



At present, the
Company's principal office is located at 600 S. Highway 169, Suite 654,
Interchange Tower, Minneapolis, Minnesota, 55426, occupying approximately 700
square feet and utilized entirely for executive offices. The lease includes the
use of two conference rooms. In 2000 the lease was extended for three years.

As a result of
its acquisition of Ives, the Company owns two buildings. One building has
18,500 square feet, located at 1333 Constance Boulevard, Ham Lake, Minnesota.
Approximately 2,500 square feet are utilized for offices and 16,000 square feet
for manufacturing. There is also a 7,200 square foot storage building.

As a result of
its acquisition of Mail Call, Inc., VWLC has a lease on 700 square feet in
Miramar, Florida, which expires in December 2001 and renting for approximately
$14 a square foot.

On January 17,
2000, VWLC opened a new office in New York City on a month-to-month lease with
monthly payments of approximately $1,400.

During March
2000, VWLC opened an office in Waltrop, Germany on a month-to-month lease with
monthly payments of approximately $1,500.

Item 3. 
Legal Proceedings



There are no
legal proceedings or threats of legal proceedings at December 31, 2000, that
the management was aware of. Subsequent to December 31, 2000, two alleged
service providers have threaten lawsuits. RTG of Minneapolis, Minnesota
threatens to sue for $5,000. MARTEK, of Dallas, Texas, is threatening to sue
for approximately $8,700. Management disputes both of these claims.

Item 4. 
Submission of matters to a vote of Security Holders



None

PART
II

Item 5.  
Market for Common Equity and Related Stockholder Matters





During 2000 the
stock has been quoted at a low of $.50 to a high of $8.75. On December 31, 2000
the stock was quoted at a bid of $.53 with an asking price of $.63. Since the
Company is not NASDAQ qualified, these prices are inter dealer prices and may
not reflect actual value or transactions.

(a)      Market Information

The
Registrant's securities are traded on the Bulletin Board as
"VWLC.OB".

(b)      Holders

At
December 31, 2000 there were approximately 1,300 shareholders of record
including people who held stock in "street name".

(c)      Dividends

The
registrant has not paid dividends on its common stock and does not expect to in
the foreseeable future.

Recent Sales of
Unregistered Securities

In
February 2000 the Company issued Ronald Schnell a warrant to purchase 440,000
shares of the Companys common stock at $1.00 per share.  The warrant was issued as additional
consideration for Mr. Schnell entering into an employment agreement with the
Company.  The warrant is exercisable for
five years.

Item 6. Management's
Discussion and Analysis or Plan of OperationSelected
Financial Information:



2000
  1999Total Revenue
  $3,036,323
  $3,621,533Cost of Sales
  2,107,008
  2,388,232Gross Profit
  $929,315
  $1,233,301Operating Expense
  2,160,677
  1,081,357Income (loss) from Ops
  $(1,231,362)
  $151,944Other Income (Expense)
  143,865
  (49,002)Net Income (loss)
  $(1,087,497)
  $102,942Basic Earnings (loss)per share
  $(.13)
  $.03Diluted earnings (loss)per share
  $(.13)
  $.02The loss for
2000 is attributed to the following factors. During the fourth quarter of 2000
we saw a sharp decline in the shipment of fixtures and related installation
revenue at Ives Design. This decline can be traced to a slow down in the
economy which caused several customers to delay or cancel planned capital
expenditures. Ives also was forced to recognize a reserve for bad debt of $120k
for a receivable from a customer who filed for Chapter 11 bankruptcy in January
2001. Management believes there is a potential to recover some of this loss as
the customer reorganizes under Chapter 11 but it is unknown at this time. Ives
pending backorders going into 2001 was approximately $500k and management
believes 2001 will be a profitable year.

Mail Call
continues to operate below expectations with a monthly loss in excess of
$20,000 and management is exploring all options as to the best course of action
regarding Mail Call.

Patent, research
and development costs related to the Companys ear bud product contributed
significantly to the loss for the year. The Company also took a $125k reserve
against a receivable from Stroke of Fortune, Inc. a company in which VWLC has
invested.

Item
7. Financial Statements



The
consolidated financial statements of the Company are included herein
following the signatures.

Item 8. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure



None.

Part
III

Item 9. Directors, Executive Officers,
Promoters and Control Persons of the Company; Compliance with Section 16 (a) of
the Exchange Act



MANAGEMENT

Two Directors, Keith Bernhardt and Dr. Graeme
Wallace resigned for personal reasons during the year. In addition, Holly
Callen resigned as corporate secretary. The executive officers and Directors of
the Company are as follows:



Name
  Age
  PositionKeith A. Witter, JD, CPA
  53
  Director &
  SecretaryMark Haggerty, JD
  53
  Chief
  Executive Officer,
  Director, COOMike Nakonechny, PE
  72
  ChairmanJeff Etten, CPA
  44
  Chief
  Financial OfficerRon Schnell
  34
  VP & Chief Technical OfficerBarry Voroba, PhD
  54
  VP of Wireless
  TechnologyMaryln Anderson, PE
  40
  Chief Research
  EngineerDirectors are
elected for an indefinite term not to exceed five years, expiring at the annual
stockholders' meeting next held after their election and until their successors
are elected and qualified.  Officers are
appointed by the Board of Directors and serve at its discretion.

Keith A. Witterhas been a Director of the Company since May 1, 1993.  From January 1992 to April 1993, Mr. Witter
served as President and Chief Operating Officer of the Company.  He received a B.A. in business
administration and economics in 1969 from Gustavus Adolphus College, and in
1973 obtained a JD degree from the University of Minnesota Law School.  Since 1984, Mr. Witter has served as
President and owner of Askar Corporation, a securities broker-dealer with 85
representatives in five states.  He also
is the President of F.F.P. Investment Advisors, Inc., a financial planning
firm, a position he has held since 1984

Mark Haggertybecame an employee of VWLC on May 1, 1993 and became C.E.O.-C.O.O on
September 9, 1993. Mr. Haggerty is a Graduate of the University of Minnesota
Law School and is a practicing attorney. 
From 1974 to 1985 he served as a prosecutor in Anoka County,
Minnesota.  From 1971 to 1985 Mr.
Haggerty was employed as an attorney with the Minneapolis law firm of Smith,
Juster, Feikema, Malmon and Haskvitz and was its youngest shareholder, officer
and director. In 1985 Mr. Haggerty was employed as a Senior Vice President at
Miller and Schroeder Financial, Inc., Minneapolis, where he remained until 1987
when he formed Haggerty & Associates, Inc. 
During the past twenty years Mr. Haggerty has structured and closed more
than 150 taxable and non-taxable financing and marketing programs both in the
United States and Europe. Mr. Haggerty is also a Registered Securities
Representative. He serves as the elected Vice Chairman of the Hennepin County
Parks, and on the Boards for all of the VWLC companies.  Haggerty has been a Director since October
15, 1994.

Mike Nakonechnylives in Pennsylvania and is an electrical engineer. He has been a
Director since October 15, 1994. Mr. Nakonechny is on the boards of Mentor
Corporation of Minneapolis and Silicon Technology Corporation and his own
company, NAK Associates Corp.

Jeff Ettenis a C.P.A. and a member of the Minnesota Society of Certified
Public Accountants. Mr. Etten was formerly the C.F.O. of Heritage Computer. Mr.
Etten received his BS degree in Accounting from the University of Wisconsin-Eau
Claire.

Ron Schnellis Vice
President and Chief Technology Officer and Chief Software Architect. Mr.
Schnell has over 20 years of programming and networking experience, and has
been writing software for the Internet (Arpanet) since 1978.  By the age of 14, Mr. Schnell was lecturing
in computer science at the university level. At 18, Syracuse University
accelerated Mr. Schnell into the masters' program in computer science because
of his advanced knowledge of the subject. 
He left Syracuse for a position in OS development at Bell Laboratories,
followed by a stint at IBM in kernel development.  Mr. Schnell then went on to found Secure Online Systems providing
UNIX systems management software, raising over $1.0M to finance the operation.
His next venture was as founder and president of Driver Aces, Inc., a
consulting firm that designs and writes device drivers for the UNIX operating
system. The company's customers included several Fortune 500 clients, including
Sun Microsystems, Digital Equipment Corporation, and Lucent.  Mr. Schnell has also had technical and
managerial positions at Sun Microsystems, AT&T Network Systems, NCR, and
the Massachusetts Institute of Technology.

Barry Voroba, Ph.D. is
Vice President of Wireless Technology. Dr. Voroba served as the President of
Bausch & Lomb Hearing Systems Division (HSD), manufacturer of the world's
first soft hearing aid, which Dr. Voroba invented, patented, and developed.
Bausch & Lomb holds eight patents, all of which Dr. Voroba provided. Dr.
Vorobas training includes PhD and M.S. Degrees in the Hearing Sciences of
Psychoacoustics and Audiology as well as an undergraduate specialization in
Physics. He was a professor at both City University of New York and at San Jose
State University before becoming President of the Bausch & Lomb HSD. Dr.
Voroba has invented numerous auditory equipment which are still being used in
the industry today.

Marlyn Anderson, PE is
VWLC's Chief Research Engineer. Mr. Anderson obtained his degree from Luther
College and is an honors graduate of Northwestern Electronics Institute. Mr.
Anderson has over 15 years of software engineering experience. He worked with
Dr. Voroba at Bausch & Lomb and designed and built several test fixtures.
Mr. Anderson, while working at Vertimag, developed test equipment for use with
perpendicular magnetics. Mr. Anderson also holds patents.

Other Key Personnel

Dennis Krauseis the President
and a Director of Ives Design, Inc. Mr. Krause has over 25 years experience in
the fixture and millwork industry.

Jochen Stog, Mr. Stog
has over 30 years experience in European business and sales. Mr. Stog holds 25
international patents and speaks numerous languages fluently. Mr. Stog is one
of only 50 elected members to the 300,000 member Munster Chamber of Commerce.
He is also Chairman of the Ernst Schneider Foundation, cofounder and former
Treasurer of ZENIT, the Center for Technology and Innovation in North Rhine
Westphalia which is the R&D development corporation for that state of
10,000,000 people. Mr. Stog will operate out of VWLC's new European
headquarters in the Dortmund, Germany suburb of Waltrop. Waltrop is in the
center of the Ruhr and within a fifty mile radius has approximately 8 million
people. Mr. Stog has been president of his own company, STOG TEC GmbH for over
fifteen years and in the 1970s served as an assistant to the Secretary of the
German Interior in Bonn, Germany.

Item
10:  Executive Compensation



(a) Compensation Pursuant to Agreements

In May 1993, the Company entered into an
employment agreement with Mark Haggerty to serve as Senior Vice-President. Mr.
Haggerty has been and will continue to act as general counsel. Mr. Haggerty's
salary is $78,000 per year and his law firm; Haggerty & Associates, Inc. is
retained at an additional $12,000 per year. 
The agreement with Mr. Haggerty allows him to retain a limited number of
clients while employed with the Company since his contract only requires him to
work 80% of his time for the Company. 
Mr. Haggerty also receives an automobile allowance, is reimbursed
expenses incurred on company business, receives four weeks paid vacation per
year as well as medical insurance and life insurance through Ives Design, Inc.
Mr. Haggerty's contract was extended through May 1, 2003.

Mr. Ron Schnell has a two year written contract to
receive $160,000 during the first year plus benefits and $200,000 the second
year. Mr. Schnell has also signed a non-compete and has assigned to Mail Call, Inc., which is owned 100% by
VWLC, all rights to his 170,000 lines of proprietary source codes. Mr.
Schnells employment contract expires on February 18, 2002.

Mr. Etten
receives a salary of $72,000 a year for acting as C.F.O. Mr. Etten also
receives a car allowance, four weeks paid vacation, medical and life insurance
through Ives Design, Inc., and expense reimbursement.

Barry Voroba and
Maryln Anderson are paid as consultants through MicroTalk Technologies, Inc.
and as part time employees of VWLC. As part time employees of VWLC, Dr. Voroba
receives $1,500 a month and Mr. Anderson receives $500 per month.

Up until October
2000, the directors only received expense reimbursement and warrants. Since the
board has been decreased in size to three members, with two acting as active
officers and the other as Chairman, the directors have been authorized to
receive $500 a month in compensation.

Compensation Pursuant to Plans
Employee Cashless Stock Options

The
Company has adopted an incentive stock option plan, which authorizes a maximum
of 750,000 shares that may be issued pursuant to the Plan. The Board of
Directors may grant options to key individuals at their discretion. The
exercise price for options issued pursuant to the Plan may not be less than 85%
of the fair market value of the Company's common stock on the date of option.
Any option granted must be exercised within ten years of its grant. The shares
issued upon exercise of the options granted pursuant to the Plan have no
registration rights unless specifically authorized by the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management



PRINCIPAL
STOCKHOLDERS

The following table sets forth information as
of December 31, 2000 regarding ownership of the Company's common stock by (1)
the only persons known by the Company to own beneficially more than five
percent (5%) thereof; (2) the directors individually, either directly or
through corporations or family members, and (3) all officers and directors as a
group.  All persons listed have either
direct or indirect voting and investment power with respect to their shares
unless otherwise indicated.

NAME
  Shares
  PercentageRon Schnell
  8910 Miramar Pkwy
  Suite 208
  Miramar, FL 33025
  865,000
  9.68%Mark Haggerty
  8325 Northwood Pkwy
  New Hope, MN 55427
  726,322
  8.12%Keith Bernhardt
  107 Cliffmore Rd
  W. Hartford, CT 06107
  651,104
  7.28%Mike Nakonechny
  114 S. Pine StreetElverson, PA 19520
  389,786
  4.36%Dennis Krause
  Isanti Street
  Blaine, Minnesota 55432
  284,089
  3.19%Keith Witter
  606 23rd Street NE
  Rochester, MN 55906
  211,728
  2.37%Jeff Etten
  Savage, Minnesota
  97,234
  1.09%Total (1)
  3,225,263
  36.08%(1) All officers
& key
persons & directors & recent directors, as a
Group, seven persons.

Item 12. Certain Relationships and Related
Transactions.



CERTAIN
TRANSACTIONS

Liberty National
Stock & Warrants

In
connection with the Company's 1992 acquisition of American Gas, the Company
assumed certain obligations of American Gas. 
Among these obligations was the issuance of the Company's securities (as
described more fully below) to creditors and investors who participated in a
series of oil and gas drilling partnerships promoted by Liberty National
Corporation ("Liberty"), a defunct corporation whose assets American
Gas acquired in a sale approved by the Superior Court of the State of
California, Orange County. In consideration for the purchase of such assets,
the Company agreed to issue to the approximately 634 Liberty
creditors/investors 200,000 shares of common stock (the "Liberty
Shares") and 800,000 warrants (the "Class A Liberty Warrants").
Each Class A Liberty Warrant is exercisable for six months from issuance to
purchase one share of common stock at $2.50 per share and one Class C Liberty
Warrant, which is exercisable at $7.00 per share. These conditions were changed
by Court Order on May 3, 1994 whereby the 634 Liberty National investors are to
receive 125,000 shares and 1,000,000 Class A Liberty Warrants as described
herein. These Class A Liberty Warrants are subject to redemption at the sole
option of the Company at any time commencing three months after their issuance,
at a redemption price of $.001 per Class A Liberty Warrant. The Company shall
give thirty days' written notice to all holders of the Liberty Warrants of such
redemption, during which time the holder shall have the right to exercise such
Warrant. Upon notice of redemption to the warrant holders and the warrant
holders failure to exercise their right of conversion, the Company shall, upon
surrender and delivery of the warrant certificates to the Company or its
transfer agent, pay the warrant holder a sum equal to the $.001 redemption
price per warrant times the number of warrants surrendered. At the date of
drafting this 10-KSB, no Liberty Warrants have been either issued or exercised.

Pursuant
to the terms of the Class B Investor Warrant Agreement, the Class A Liberty
Warrant Agreement, and the Class C Liberty Warrant Agreement (collectively, the
"Warrants"), the Company is obligated to undertake, on a good faith
basis, to register under the Act and the applicable state securities acts, the
shares of common stock underlying the Warrants and to keep such Warrants, at
the Company's expense. In certain cases, the sale of securities by the Company
upon the exercise of the Warrants could violate the securities laws of the
United States, certain states, or other jurisdictions. The Company will not be
required to honor the exercise of any of the Warrants if, in the opinion of
counsel to the Company, the sale of securities upon such exercise would be
unlawful.

On February 18,
2000, the Company entered into a Stock Exchange Agreement with Mail Call, Inc.
and Ronald Schnell whereby Ronald Schnell agreed to exchange his 600 shares of
the common stock of Mail Call, Inc., representing approximately thirty-three
percent of the issued and outstanding shares of Mail Call, Inc. for 1,000,000
shares of the common stock of the Company.

Item 13. Exhibits, lists and Reports on
Form 8-K



(A) Exhibits.



Exhibit
  Description#3
  Certificate of Incorporation
  *#3.3
  By-Laws of Company
  *#10
  Promissory notes payable
  ***#10.1
  Acquisition of Ives & American Gas
  **#10.2
  Acquisition of Mail Call
  ****#10.4
  Employment agreements
  ***#10.5
  Schnell Employment Agreement#10.6
  Schnell Stock Exchange Agreement#21.1
  Form of Common Stock
  ***#21.2
  Form of Warrants & Debentures
  ****
  Filed as exhibits to Company's registration33-38119-C to the SEC**
  Filed as part of Form 8-K to SEC on 2-12-93***
  Filed as an exhibit to Form 10-K filed onJune 1993.****
  Filed as an exhibit to Form 8-K filed inDecember 1999 and amended in February 2000.

All 10-QSBs, 8-Ks and amendments, S-8s and
10-KSBs filed since 1989 are incorporated herein by reference.

(B) Reports on Form 8-K   Filed in February 2000.

SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned officers
and/or Directors, there unto duly authorized.



Voice & Wireless CorporationBy: /s/ Mark
  HaggertyMark Haggerty, C.E.O.- C.O.O. & DirectorDated: March 30, 2001





/s/ Mike Nakonechny
  ChairmanBy: Mike NakonechnyDated: March 30, 2001SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned officers
and/or Directors, there unto duly authorized.



Voice & Wireless CorporationBy: /s/ Mark
  HaggertyMark Haggerty, C.E.O.- C.O.O. & DirectorDated: March 30, 2001





/s/ Keith Witter
  DirectorBy: Keith WitterDated: March 30, 2001

ITEM 7. 
FINANCIAL STATEMENTS



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To
Voice and Wireless Corporation:

We have audited the accompanying consolidated
balance sheets of Voice and Wireless Corporation and subsidiaries as of
December 31, 2000 and 1999, and the related consolidated statements of
operations, stockholders equity and cash flows for the years then ended.  These consolidated financial statements are
the responsibility of the Companys management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with
auditing standards generally accepted in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Voice and Wireless
Corporation and subsidiaries as of December 31, 2000 and 1999, and the results
of their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.



VIRCHOW, KRAUSE & COMPANY, LLP



Minneapolis,
Minnesota
January 31, 2001

VOICE AND WIRELESS CORPORATION AND SUBSIDIARIESCONSOLIDATED
BALANCE SHEETSDECEMBER 31, 2000
AND 1999






2000
  1999ASSETSCurrent assets:Cash and cash equivalents
  $486,901
  $1,026,036Accounts
  receivable, net
  167,171
  491,631Inventories
  271,746
  286,831Other
  current assets
  27,080
  18,215Total
  current assets
  952,898
  1,822,713Other assets:Property
  and equipment, net
  291,648
  275,803Investment
  in oil and gas properties, net
  61,796
  65,181Investments
  in unconsolidated corporations
  50,000
  40,000Note
  receivable, net
  55,000
  0Notes
  receivable - related party, net
  0
  11,125Intangibles,
  net
  849,350
  32,371Total
  other assets
  1,307,794
  424,480$2,260,692
  $2,247,193LIABILITIES
  AND STOCKHOLDERS' EQUITYCurrent liabilities:Notes
  payable - related parties
  $0
  $82,965Current
  portion of long-term debt
  8,070
  354,058Current
  portion of capital lease obligations
  0
  5,913Accounts
  payable
  30,446
  278,706Accrued
  expenses
  26,951
  151,566Total
  current liabilities
  65,467
  873,208Long-term debt, net of current portion
  336,257
  448,368Minority interest in consolidated subsidiary
  0
  466,567Total
  liabilities
  401,724
  1,788,143Stockholders' equity:Common
  stock, no par value, 50,000,000 shares authorized,8,938,760
  and 5,239,150 shares issued and outstanding
  7,221,511
  4,796,893Stock
  subscriptions receivable
  0
  (62,797)Accumulated
  deficit
  (5,362,543)
  (4,275,046)Total
  stockholders' equity
  1,858,968
  459,050$2,260,692
  $2,247,193See accompanying notes to
  consolidated financial statements.VOICE AND WIRELESS CORPORATION AND SUBSIDIARIESCONSOLIDATED
STATEMENTS OF OPERATIONSFOR THE YEARS
ENDED DECEMBER 31, 2000 AND 1999




2000
  1999Amount
  Percent
  Amount
  PercentRevenues
  $3,036,323
  100.0
  $3,621,533
  100.0Cost of sales
  2,107,008
  69.4
  2,388,232
  66.0Gross profit
  929,315
  30.6
  1,233,301
  34.0Operating expenses
  2,160,677
  71.1
  1,081,357
  29.8Income (loss) from operations
  (1,231,362)
  (40.5)
  151,944
  4.2Other income (expense)
  143,865
  4.7
  (49,002)
  (1.4)Income (loss) before income taxes
  (1,087,497)
  (35.8)
  102,942
  2.8Provision for income taxes
  0
  0.0
  0
  0.0Net income (loss)
  $(1,087,497)
  (35.8)
  $102,942
  2.8Basic earnings (loss) per common share
  $(0.13)
  
  $0.03Shares used in computing basicearnings (loss) per common
  share
  8,363,609
  
  3,993,486Diluted earnings (loss) per common share
  $(0.13)
  
  $0.02Shares used in computing dilutedearnings (loss) per common
  share
  8,363,609
  
  4,866,567See accompanying notes to
  consolidated financial statements.VOICE AND WIRELESS CORPORATION AND SUBSIDIARIESCONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITYFOR THE YEARS ENDED
DECEMBER 31, 2000 AND 1999




Common Stock
  Stock Subscriptions
  AccumulatedShares
  Amount
  Receivable
  Deficit
  TotalBalance - December 31, 1998
  3,238,750
  $3,596,883
  $(169,552)
  $(3,736,721)
  $(309,390)Issuance
  of common stock, netof related
  costs
  1,255,250
  1,114,737
  --
  --
  1,114,737Conversion
  of debt and accruedexpenses to
  common stock
  629,700
  73,954
  --
  --
  73,954Issuance
  of common stock forservices
  rendered
  100,000
  3,120
  --
  --
  3,120Issuance
  of common stock fromexercise of
  stock options
  15,450
  8,199
  --
  --
  8,199Collection
  of stock subscriptionsreceivable
  --
  --
  106,755
  --
  106,755Adjustment
  for minority interestin
  consolidated subsidiary
  --
  --
  --
  (641,267)
  (641,267)Net
  income
  --
  --
  --
  102,942
  102,942Balance - December 31, 1999
  5,239,150
  4,796,893
  (62,797)
  (4,275,046)
  459,050Issuance
  of common stock, netof issuance
  costs
  816,250
  798,025
  --
  --
  798,025Issuance
  of common stock fromexercise of
  stock options
  461,015
  7,392
  --
  --
  7,392Issuance
  of common stock fromexercise of
  warrants
  426,172
  111,375
  --
  --
  111,375Conversion
  of debt and accruedexpenses to
  common stock
  861,173
  386,326
  --
  --
  386,326Issuance
  of common stockfor Mail
  Call common stock
  1,135,000
  1,121,500
  --
  --
  1,121,500Collections
  of stock subscriptionsreceivable
  --
  --
  62,797
  --
  62,797Net
  loss
  --
  --
  --
  (1,087,497)
  (1,087,497)Balance - December 31, 2000
  8,938,760
  $7,221,511
  $0
  $(5,362,543)
  $1,858,968See accompanying notes to
  consolidated financial statements.VOICE AND WIRELESS CORPORATION AND SUBSIDIARIESCONSOLIDATED
STATEMENTS OF CASH FLOWSFOR THE YEARS
ENDED DECEMBER 31, 2000 AND 1999




2000
  1999Cash flows from operating activities:Net
  income (loss)
  $(1,087,497)
  $102,942Adjustments
  to reconcile net income (loss) tocash flows from 
      operating activities:Depreciation,
  depletion and amortization
  205,720
  57,333Allowance
  for doubtful note receivable
  125,000
  0Loss
  or impairment on oil and gas investment
  0
  6,153Common
  stock issued for services rendered
  0
  3,120Write
  off notes receivable
  11,125
  0Write
  off notes payable
  (65,358)
  0Equity
  in earnings of unconsolidated oil and gas partnerships
  0
  (347)Equity
  in loss of unconsolidated corporation
  0
  12,441Minority
  interests in loss of consolidated subsidiary
  (141,763)
  (21,930)Changes
  in operating assets and liabilities:Accounts
  receivable, net
  324,460
  72,192Inventories
  15,085
  (90,988)Other
  current assets
  (8,865)
  5,915Accounts
  payable
  (248,260)
  (14,690)Accrued
  expenses
  (83,533)
  (89,309)Cash
  flows from operating activities
  (953,886)
  42,832Cash flows from investing activities:Distributions
  from unconsolidated oil and gas partnerships
  0
  4,194Purchases
  of property and equipment
  (82,223)
  (12,488)Purchases
  of intangibles
  (142,740)
  0Investment
  in and advances to unconsolidated subsidiary prior to 
     consolidation
  0
  (179,049)Investment
  in unconsolidated corporations
  (10,000)
  (40,000)Advances
  on note receivable
  (180,000)
  0Collections
  on notes receivable - related parties
  0
  5,500Cash
  flows from investing activities
  (414,963)
  (221,843)Cash flows from financing activities:Net
  decrease in line of credit - bank
  0
  (35,000)Payments
  on notes payable - related parties
  0
  (810)Proceeds
  from long-term debt
  0
  80,000Payments
  on long-term debt
  (130,462)
  (55,683)Payments
  on capital lease obligations
  (5,913)
  (16,613)Purchase
  of common stock
  (13,500)
  0Proceeds
  from issuance of common stock, net of issuance costs
  798,025
  1,114,737Proceeds
  from exercise of stock options
  7,392
  8,199Proceeds
  from exercise of warrants
  111,375
  0Collections
  on stock subscriptions receivable
  62,797
  37,997Cash
  flows from financing activities
  829,714
  1,132,827Increase (decrease) in cash and cash equivalents
  (539,135)
  953,816Cash and cash equivalents, beginning of year
  1,026,036
  72,220Cash and cash equivalents, end of year
  $486,901
  $1,026,036See accompanying notes to
  consolidated financial statements.VOICE
AND WIRELESS CORPORATION AND SUBSIDIAIRESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999

(1)      NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Natureof business  Voice and Wireless
Corporation, formerly Kensington International Holding Corporation (Voice or
the Company), was incorporated August 22, 1988, for the purpose of direct
development of oil and gas properties in Kentucky.  In 1992, the Company's focus shifted from development of oil and
gas properties to becoming a diversified company.  At December 31, 2000, the Company has four wholly-owned
subsidiaries: Ives Design, Inc. (Ives), Bluegrass Management and Operating Company
(Bluegrass), Kensington American Gas Drilling #1, LLC (Drilling #1) and Mail
Call, Inc. (Mail Call); and two majority owned corporations: I-Med Software,
Inc. (I-Med) and Interchange Medical, Inc. (Interchange).

Ives was acquired in April
1992.  Ives manufactures
non-refrigerated, customized display fixtures, primarily for the supermarket
industry, and extends unsecured credit to customers in the normal course of
business.  Customers are located
throughout the Midwest region of the United States.

Mail Call was formed in June 1997
and Voice acquired its interests during 1999 and 2000.Mail Call is
in the development stage and has yet to generate significant revenues.  Mail Call is engaged in electronic mail
retrieval service via telephone.  Its
principal customers are expected to be located worldwide.

Bluegrass, Drilling #1, I-Med and
Interchange are inactive.

Principlesof consolidation - The consolidated financial
statements include the accounts of Voice, Ives and Mail Call.  All significant intercompany transactions
and accounts have been eliminated in consolidation.

Revenuerecognition - The Company recognizes
revenue from sales at the time that ownership transfers to the customer,
principally at shipment of the product, and upon completion of the earnings
process for oil and gas activities.

Cash and cash
equivalents -The Company includes as cash equivalents
certificates of deposit and all other investments with maturities of three
months or less when purchased which are readily convertible into known amounts
of cash.  The Company maintains its cash
in high quality financial institutions. 
The balance, at times, may exceed federally insured limits.

Accountsreceivable  Accounts receivable have
been reduced by an allowance for uncollectible accounts of $120,000 and $0 at
December 31, 2000 and 1999.  The Company
believes all accounts receivable in excess of the allowance are fully
collectible.  If accounts receivable in
excess of the provided allowance are determined uncollectible, they are charged
to expense that determination is made.

Inventories- Inventories consist primarily of display
fixtures and related raw materials and are valued at the lower of cost
(first-in, first-out), or market.

Depreciation- Property and equipment are recorded at
cost and are being depreciated over their estimated useful lives of three to
thirty-one years using the straight-line method.  Depreciation expense was $66,377 and $49,323 for the years ended
December 31, 2000 and 1999.

Amortization -Loan costs are
amortized over the term of the loan using the straight-line method. Product
development costs consist of costs capitalized to develop a product and are
being amortized using the straight-line method over a period of three
years.  Patents will be
amortized upon issuance and the trademark is being amortized using the
straight-line method over a period of fifteen years. Accumulated amortization was $146,872
and $10,560 at December 31, 2000 and 1999.

Investmentin oil and gas properties - Investment in oil and gas
properties is recorded at cost and consists of acquisition costs of the natural
gas reserves, oil and gas leases and the related rights-of-way, wells, pipeline
and related equipment.  The Company
follows the successful efforts method of accounting for oil and gas properties.
Accordingly, intangible development and well completion costs of oil and gas
properties are amortized over the estimated economic life of the wells when the
related reserves are proven. Costs of drilling a well which do not result in
proved reserves, net of any salvage value, are charged to expense when it is
determined that the drilling has been nonproductive.  Geological and geophysical costs and costs of carrying and
retaining undeveloped properties are charged to expense when incurred.

Unproved oil and gas properties
are periodically assessed for impairment value, and any loss is recognized at
the time of impairment by providing an impairment allowance.  Capitalized costs of producing oil and gas
properties after considering estimated dismantlement, abandonment costs and
estimated salvage values are depreciated and depleted by the unit-of-production
method.  Pipeline and other equipment
are being depreciated over their estimated useful lives using the straight-line
method.  Depletion expense was $3,385
and $2,746 for the years ended December 31, 2000 and 1999.

Advertising costs -Advertising costs are charged to expense as
incurred.  Advertising expense was
$3,144 and $1,787 for the years ended December 31, 2000 and 1999.

Earnings (loss) per common share -The Company accounts for earnings (loss)
per share as required under Statement of Financial Accounting Standards No. 128
Earnings Per Share (Statement 128). 
Statement 128 requires disclosures of basic earnings (loss) per share
(EPS) and diluted EPS.  Basic EPS is
computed by dividing net income (loss) by the weighted average number of shares
of common stock outstanding during the year. 
Diluted EPS is computed by dividing net income (loss) by the weighted
average common shares outstanding and dilutive common equivalent shares assumed
to be outstanding during each period. 
Dilutive common stock equivalents are not included in the computations
of diluted EPS if their inclusion would be antidilutive.

Management's use of estimates -The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  Actual results could differ from those
estimates.


Fair value of financial instruments -The carrying amounts for all financial
instruments approximates fair value. 
The carrying amounts for cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses approximate fair value because of the
short maturity of these instruments. 
The fair value of debt approximates the current rates at which the
Company could borrow funds with similar remaining maturities and risks. (2)      INVESTMENT IN MAIL CALL, INC. During
August 1999, the Company purchased common stock of Mail Call from an existing
stockholder for $25,000.  Its ownership
interest was approximately 37% upon completion of the transaction.  During November 1999, the Company purchased
additional common stock from Mail Call increasing their ownership interest to
approximately 51%. During February 2000, the Company issued 1,000,000 shares of
common stock to a minority stockholder of Mail Call in exchange for his shares
of Mail Call stock, increasing the Companys ownership in Mail Call to
approximately 85%.  During June 2000,
the Company purchased the remaining minority interest in Mail Call. (3)      INVENTORIES Inventories consisted of the following at
December 31: 2000
  1999Raw materials
  $141,759
  $136,941Work in process
  18,307
  23,556Finished goods
  111,680
  126,334Total
  $271,746
  $286,831 (4)      PROPERTY
AND EQUIPMENT Property and equipment consisted of the
following at December 31: 2000
  1999Land
  $19,500
  $19,500Buildings
  268,699
  268,699Equipment
  458,532
  376,310Less: accumulated depreciation and
  amortization
  (455,083)
  (388,706)$291,648
  $275,803 (5)      INTANGIBLES

Intangibles consisted of the following at
December 31:

2000
  1999Goodwill
  $810,196
  $0Product development costs
  135,587
  0Loan costs
  37,963
  37,963Patent and trademark
  12,476
  4,968Less: accumulated amortization
  (146,872)
  (10,560)$849,350
  $32,371(6)      INVESTMENT
IN OIL AND GAS PROPERTIES

Investment in oil and gas properties, using
successful efforts accounting, consisted of the following at
December 31:

2000
  1999Proved properties
  $111,613
  $111,613Pipeline and equipment
  87,344
  87,344198,957
  198,957Less: accumulated depreciation, depletion
  and amortization
  (137,161)
  (133,776)$61,796
  $65,181No costs were incurred in oil and gas
property acquisition, exploration and development activities during 2000 or
1999.

(7)      INVESTMENTS
IN UNCONSOLIDATED CORPORATIONS

During 1999, the Company purchased 50,000
shares of common stock of You-Do, Inc. for $30,000 and 10,000 shares of common
stock of Microtalk Technologies, Inc. for $10,000. During 2000, the Company
purchased 10,000 shares of common stock of Stroke of Fortune, Inc. for
$10,000.  These investments are being
accounted for at cost as the Companys ownership is less then 20%.  The Companys intent is to hold these shares
beyond one year and as such have classified the investments as long-term.  In addition, the Company was granted a
five-year option to purchase an additional 30,000 shares of common stock of
You-Do, Inc. at $1.00 a share.

(8)      INVESTMENT
IN UNCONSOLIDATED OIL AND GAS PARTNERSHIP

The Company had
a 46.6% limited partner interest in an oil and gas partnership.  During 1998, it was determined the
investment was impaired and the investment was written down to $10,000.  During 1999, the partnership sold its assets
and ceased operations.  The Company
recognized a loss of $6,153 in 1999.

(9)      NOTE
RECEIVABLE

Notes receivable consisted of the following
at December 31:

2000
  1999Stroke of Fortune, Inc., interest at 9%,
  unsecured, due March 2002.
  $180,000
  $0Less: reserve for uncollectible notes
  receivable
  (125,000)
  (0)$55,000
  $0(10)      NOTE RECEIVABLE - RELATED PARTY

Note receivable - related party consisted of
a note receivable from B & K Oil Company, Inc.  The note accrued interest at 8%, was unsecured and due on
demand.  The balance at December 31,
1999 was $11,125, net of a reserve of $10,000. 
During 2000, the Company wrote off the remaining balance.

(11)      LINE OF CREDIT - BANK

The Company has a $200,000 line of credit
with Associated Bank Minnesota.  The
line bears interest at 1.0% over the banks reference rate (10.50% at December
31, 2000), matures December 2001, and is secured by substantially all of the
assets of Ives.  There were no
outstanding borrowings at December 31, 2000 and 1999.

(12)      NOTES PAYABLE - RELATED PARTIES

Notes payable - related parties consisted of
the following at December 31:

2000
  1999Note payable to director/stockholder -
  converted to common stock in 2000.
  $0
  $16,500Note payable to stockholder - written off
  in 2000.
  0
  3,750Note payable to stockholder - written off
  in 2000.
  0
  39,800Note payable to director/stockholder -
  converted to common stock in 2000.
  0
  14,689Various notes payable to stockholders -
  written off in 2000.
  0
  8,226$0
  $82,965(13)      LONG-TERM DEBT

Long-term debt consisted of the following at
December 31:

2000
  1999Debentures payable to stockholders and
  non-stockholders  $41,805 paid in 2000 and remainder converted to common
  stock
  $0
  $369,442Note payable  Regency Savings Bank 
  monthly installments of $3,654 including interest at 10.5%, secured by real
  estate, due August 2007.
  344,327
  351,595Note payable  Associated Bank Minnesota -
  paid in full in 2000.
  0
  72,271Note payable  Associated Bank Minnesota -
  paid in full in 2000.
  0
  9,118Total long-term debt
  344,327
  802,426Less: current portion
  (8,070)
  (354,058)Long-term debt, net
  $336,257
  $448,368Future maturities of long-term debt are as
follows for the years ending December 31:

2001
  $8,0702002
  22,9322003
  54,9102004
  60,9612005
  67,679Thereafter
  129,775Total
  $344,327

(14)      CAPITAL LEASE OBLIGATIONS

The Company leased certain equipment under
capital lease agreements that expired in 2000. 
Interest was provided for at interest rates ranging from 13.3% to
17.1%.  These obligations were secured
by the equipment under lease. Total cost of the leased equipment was $22,950
and accumulated amortization was $22,950 and $17,350 at December 31, 2000 and
1999.

(15)      STOCKHOLDERS EQUITY

Sale of common stock
-During 2000, the Company sold units consisting of the
Companys common stock and warrants to purchase common stock.  The Company issued 816,250 shares of common
stock and issued 728,750 warrants to purchase common stock at $2.50 per share
exercisable for five years and 87,500 warrants to purchase common stock at
$3.00 per share exercisable for three years. The Company received proceeds of
$798,025, net of issuance costs.  In
addition, the Company issued 69,875 dealer warrants to purchase common stock at
$1.00 per share exercisable for five years.

During
1999, the Company sold units consisting of the Companys common stock and
warrants to purchase common stock.  The
Company issued 1,255,250 shares of common stock and 1,255,250 warrants to
purchase common stock at $2.50 per share and received proceeds of $1,114,737,
net of issuance costs.  The warrants are
exercisable for five years.  In
addition, the Company issued 99,975 dealer warrants to purchase common stock at
$1.00 per share exercisable for five years.

Stocksubscriptions
-
During 1992, the Company issued 597,500 shares of common stock at per share
prices ranging from approximately $.40 to $2.00 in exchange for subscriptions
receivable aggregating $455,001. The subscriptions accrued interest at 8% and
matured at various dates from February 1995 to July 1995 and were secured by
the underlying common stock.  The
subscriptions and accrued interest were recorded as stock subscriptions
receivable.During 1999 and 2000, the remaining stock subscriptions and
accrued interest were collected.

Stockwarrants
-Outstanding and fully vested stock warrants (exercisable through
November 2005) consisted of the following:

Number of Warrants
  Per Share PriceOutstanding  December 31, 1998
  853,122
  $.50
  - $3.00Granted
  1,604,625
  .11
   2.50Exercised
  (10,500)
  .63Canceled and expired
  (439,550)
  .50
  - .63Outstanding  December 31, 1999
  2,007,697
  $.11
  - $3.00Granted
  1,701,725
  $.43
  - $3.00Exercised
  (426,172)
  $.11
  - $1.00Canceled and expired
  (176,900)
  $.63
  - $3.00Outstanding  December 31, 2000
  3,106,250
  $.11
  - $3.00Stockoption
plan
-
The Company has a stock option plan, which authorizes a maximum of 750,000
shares of common stock for issuance under the Plan.  The Board of Directors may grant options at their discretion,
provided the purchase price of the option shares are not less than 85% of the
fair market value of the common stock on the date of the grant and have a life
of five years.

The Company
applies APB Opinion 25 "Accounting for Stock Issued to Employees" and
related Interpretations in accounting for its stock options.  Accordingly, no compensation cost has been
recognized for its stock options.  Had
compensation cost for the Company's stock options been determined based on the
fair value at the grant dates consistent with the method of Statement of
Financial Accounting Standards    No.
123 "Accounting for Stock Based Compensation" (Statement 123), the
Company's net income (loss) and basic and diluted EPS would have been decreased
to the proforma net income (loss) and basic and diluted EPS indicated below for
the years ended December 31:

2000
  1999Net income (loss) as reported
  $(1,087,497)
  $102,942Proforma net income (loss)
  $(1,433,460)
  $74,142Basic EPS as reported
  $(.13)
  $.03Diluted EPS as reported
  $(.13)
  $.02Proforma basic and diluted EPS
  $(.17)
  $.02In determining the compensation cost of the
options granted during 2000 and 1999, as specified by Statement 123, the fair
value of each option grant has been estimated on the date of grant using the
Black-Scholes option pricing model and the weighted average assumptions used in
these calculations are summarized below:

2000
  1999Risk free interest rate
  6%
  6%Expected life of options granted
  5
  years
  5
  yearsExpected volatility of options granted
  67%
  75%Expected dividend yield
  0%
  0%Information
regarding the Company's stock options is summarized below:

2000
  1999Number of
  Options
  Weighted
  Average Exercise Price
  Number of
  Options
  Weighted
  Average Exercise PriceOptions
  outstanding, beginning of year
  574,750
  $.17
  179,700
  $.32Granted
  270,000
  .47
  400,000
  .11Canceled
  or expired
  (59,406)
  .32
  0
  .00Exercised
  (461,015)
  .17
  (4,950)
  .32Options
  outstanding,  End of year
  324,329
  $.41
  574,750
  $.17Options
  exercisable, end of  Year
  324,329
  $.41
  574,750
  $.17Weighted
  average fair value Of options granted during The year
  
  $.28
  
  $.07Options
outstanding at December 31, 2000 have exercise prices ranging from $.11 to
$1.60 and a weighted average remaining contractual life of 4.53 years.

Modification
of American Gas Corporation acquisition -In 1995, the Company finalized payment for its acquisition of American by
issuing 125,000 shares of common stock to a court appointed trustee for the
benefit of the shareholders of Liberty National Corporation.  The court also required the Company to issue
1,000,000 warrants at an exercise price of $2.50 per share.  The warrants are valid for six months from
the date of issue, which is yet to be determined, and are callable by the
Company after three months.  The Company
is required to issue new warrants to those who exercise the $2.50
warrants.  These new warrants will have
an exercise price of $7.00 per share for a period of three years.  The new warrants are not callable by the
Company.  The Company's original
obligation was to issue 200,000 shares of common stock and 800,000 warrants.

Stock conversion
option -The Company granted a
director/stockholder the option to convert accrued expenses to common stock at
$.11 per share.  The individual can acquire
up to 200,000 shares per year through April 2001. The individual converted
$22,000 of accrued expenses into 200,000 shares of common stock during 2000 and
1999.

(16)      RETIREMENT PLAN

The Company has a Simple IRA retirement plan
for the benefit of employees who qualify for participation.  Company contributions were $20,223 and
$21,924 for the years ended December 31, 2000 and 1999.

(17)      COMMITMENTS AND CONTINGENCIES

Operatingleases
-
The Company leases corporate office space under leases expiring through
February 2005.  Monthly base rents are
$3,424.  In addition, one of the leases
requires the Company to pay its pro rata share of operating expenses.  The Company also leased certain equipment
under a lease that expired October 2000. Rent expense was $73,834 and $18,451
for the years ended December 31, 2000 and 1999.

Future minimum rental payments are as follows
for the years ending December 31:

2001
  $25,6492002
  17,8952003
  18,2482004
  18,6012005
  3,110Total
  $83,503

Major customer -The Company had sales to a single customer
and its affiliates representing approximately 73% of total product sales for
the years ended December 31, 2000 and 1999. 
Accounts receivable from this customer and its affiliates represented
approximately 22% and 59% of total accounts receivable at December 31, 2000 and
1999.

Employment agreement -The Company
has an employment agreement with an officer/stockholder that requires minimum
annual compensation of $78,000.  The
agreement terminates May 1, 2003. The Company also has an employment agreement
with an officer of Mail Call.  The
agreement requires annual compensation of $160,000 through February 2001 and
$200,000 annually thereafter.  The
agreement terminates March 1, 2002 but may be renewed annually.  The agreement requires the Company to pay
the individual all remaining compensation due under the agreement if the
individual is terminated without cause. 
In addition, the agreement required
the Company to issue a warrant to the individual to purchase 440,000 shares of
the Companys common stock at $1.00 per share exercisable for five years.  The individual has the option to put the
warrant back to the Company for $390,000 in the event the Company completes a
private placement as outlined in the agreement.  The agreement also restricts the employee from competing
with the Company for two years following employment termination.

(18)      INCOME TAXES

The Company has incurred cumulative net
operating losses for both financial statement and income tax reporting
purposes.  At December 31, 2000, the
Company had net operating loss carryforwards of approximately $3,300,000.  Of the total net operating loss
carryforwards, approximately $48,000 will expire in 2004 and the remainder will
begin to expire in 2011.  Future changes
in the ownership of the Company may place limitations on the use of these net
operating loss carryforwards.  The
Company has recorded a full valuation allowance against the net deferred tax
asset due to the uncertainty of realizing the related benefits.

2000
  1999Net operating loss carryforwards
  $1,327,000
  $980,000Less: valuation allowance
  (1,327,000)
  (980,000)Net deferred tax asset
  $0
  $0(19)      OTHER INCOME (EXPENSE)

Total other income (expense) is as follows
for the years ended December 31:

2000
  1999Interest income
  $66,250
  $54,816Interest expense
  (72,248)
  (93,077)Interest expense  related parties
  0
  (14,424)Equity in earnings of unconsolidated oil
  and gas partnership
  0
  347Equity in loss of unconsolidated
  corporation
  0
  (12,441)Minority interests in loss of consolidated
  corporation
  141,763
  21,930Loss on oil and gas investment
  0
  (6,153)Other income
  8,100
  0Total other income
  (expense)
  $143,865
  $(49,002)(20)      SEGMENT REPORTING

The Company operates in three industry segments:
manufacturing, oil and gas and technology. 
Manufacturing consists of the fabrication, marketing, and distribution
of non-refrigerated, customized display fixtures.  Oil and gas consists of the production of natural gas and oil
interests in the United States. 
Technology consists of electronic mail retrieval service via
telephone.  A summary of the operations
by segment is as follows:

2000
  1999Revenues from unaffiliated customers:Manufacturing
  $3,003,056
  $3,600,076Oil and gas
  23,401
  20,226Technology
  9,866
  1,231Consolidated
  $3,036,323
  $3,621,533Operating profit (loss):Manufacturing
  $(9,634)
  $389,488Oil and gas
  6,909
  3,906Technology
  (634,429)
  (48,316)General corporate
  (594,208)
  (193,134)Consolidated
  $(1,231,362)
  $151,944Identifiable assets:Manufacturing
  $907,487
  $1,116,282Oil and gas
  81,659
  74,195Technology
  1,139,936
  966,372General corporate
  131,610
  90,344Consolidated
  $2,260,692
  $2,247,193Depreciation, depletion and amortization:Manufacturing
  $34,784
  $49,351Oil and gas
  3,385
  2,746Technology
  161,614
  4,152General corporate
  5,937
  1,084Consolidated
  $205,720
  $57,333Capital expenditures:Manufacturing
  $1,376
  $5,589Oil and gas
  0
  0Technology
  60,636
  3,559General corporate
  20,211
  3,340Consolidated
  $82,223
  $12,488(21)      SUPPLEMENTAL CASH FLOWS INFORMATION

2000
  1999Cash paid for interest
  $72,248
  $117,524Cash paid for income taxes
  $0
  $0Noncash investing and financing activities:Debt and accrued expenses
  converted to common stock
  $386,326
  $73,594Issuance of common stock
  for Mail Call common stock
  $1,135,000
  $0Stock subscription and
  interest receivable exchanged for debt
  $0
  $68,758(22)      SUPPLEMENTAL OIL AND GAS INFORMATION

Results of operations for oil and gas
producing activities were as follows for the years ended December 31:

2000
  1999Oil and gas sales
  $23,401
  $20,226Well depreciation and depletion
  (3,385)
  (2,746)Production and operating costs
  (13,107)
  (13,574)Operating income from oil and gas producing
  activities  (excluding corporate
  overhead and interest costs)
  $6,909
  $3,906Reserveinformation
(unaudited) -While reserves still exist, higher than
anticipated production costs and substantial additional development
expenditures make it highly unlikely these properties will provide significant
future cash flows.  As a result, accurate
and meaningful reserve quantities are unknown. 
All of the Companys reserves are located in the United States.